# 011872Structuring & Enforcement of Multi-State Transactions
Many large deals involve real property collateral located in different states, and may also be structured to govern debt by the laws of a state other than the state where any or all of the collateral is located. This program will examine the legal and practical aspects of such deals in two contexts: (1) structuring, documenting, and closing these types of deals and (2) the complex enforcement hurdles that can arise when the CA one action and anti-deficiency rules intersect with collateral-enforcement rules in other states.
There is recent CA case law (Gramercy Investment Trust v. Lakemont Homes) which dramatically compounds the issue of getting meaningful closing opinions on the enforceability of “choice of law” provisions, and impacts whether a California court will honor the choice of another state’s rules to govern the debt. Until this opinion, it seemed fairly clear that CA appellate courts routinely applied the tests under Section 187 of The Restatement of Conflicts; after Lakemont it is not clear if that approach remains extant under California law.